AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST __, 1999
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REGISTRATION NO. 333-81743
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEILIG-MEYERS COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-0558861
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12560 West Creek Parkway,
Richmond, Virginia 23238
(Address of principal executive offices) (Zip Code)
HEILIG-MEYERS COMPANY
DIRECTOR STOCK OWNERSHIP PLAN
(Full title of the plan)
Paige H. Wilson
Senior Vice President, Treasurer and Secretary
Heilig-Meyers Company
12560 West Creek Parkway
Richmond, Virginia 23238
Telephone: (804) 784-7554
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C>
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered Registered Price Per Share (1) Offering Price(1) Registration Fee
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Common
Stock, $ 2.00 600,000 $7.0625 $4,237,500 $1178.03
par value shares
Rights to Purchase 600,000 (2) (2) (2)
Preferred Stock,
Series A, par value
$10.00
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(1) Estimated solely for the purpose of determining the registration fee and
based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the New York Stock Exchange on June 25, 1999.
(2) The Rights to Purchase Preferred Stock will be attached to and trade with
shares of the Common Stock of the Company. Value attributable to such rights, if
any, will be reflected in the market price of the shares of Common Stock. No fee
is required pursuant to Section 6(b) of the Securities Act of 1933 and 17 C.F.R.
ss.230.236.
REGISTRATION OF RIGHTS TO PURCHASE PREFERRED STOCK
Heilig-Meyers Company, a Virginia corporation (the "Company"), hereby
amends this Registration Statement on Form S-8, File No. 33-81743 (the
"Registration Statement"), filed in connection with the Heilig-Meyers Company
Director Stock Ownership Plan (the "Plan") to register 600,000 Rights to
Purchase Preferred Stock, Series A, par value $10.00 per share.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Registrant's Restated Articles of Incorporation, as amended,
filed as Exhibit 3(a) to Registrant's Annual Report on Form
10-K for the fiscal year ended February 28, 1998 are
incorporated herein by this reference.
4.2 Registrant's Amended and Restated Bylaws, as amended, effective
as of June 16, 1999. *
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
23.1 Consent of Deloitte & Touche LLP *
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included as
part of Exhibit 5.1). *
24.1 Power of Attorney (see signature page). *
99.1 Heilig-Meyers Company Director Stock Ownership Plan. *
* Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on
July 30, 1999.
HEILIG-MEYERS COMPANY
By: /s/ Roy B. Goodman July 30, 1999
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Roy B. Goodman
Executive Vice President
and Chief Financial Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
/s/William C. DeRusha* July 30, 1999
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William C. DeRusha
Chairman of the Board, Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Roy B. Goodman* July 30, 1999
- ----------------------------------
Roy B. Goodman
Executive Vice President
and Chief Financial Officer (Principal Financial Officer)
/s/ William J. Dieter* July 30, 1999
- ----------------------------------
William J. Dieter
Senior Vice President, Accounting
and Chief Accounting Officer (Principal Accounting Officer)
/s/ Alexander Alexander* July 30, 1999
- ----------------------------------
Alexander Alexander
Director
/s/ Robert L. Burrus, Jr.* July 30, 1999
- ----------------------------------
Robert L. Burrus, Jr.
Director
<PAGE>
/s/ Beverly E. Dalton* July 30, 1999
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Beverly E. Dalton
Director
/s/ Charles A. Davis* July 30, 1999
- ----------------------------------
Charles A. Davis
Director
/s/ Benjamin F. Edwards III * July 30, 1999
- ----------------------------------
Benjamin F. Edwards III
Director
/s/ Lawrence N. Smith* July 30, 1999
- ----------------------------------
Lawrence N. Smith
Director
/s/ Eugene P. Trani* July 30, 1999
- ----------------------------------
Eugene P. Trani
Director
/s/ L. Douglas Wilder* July 30, 1999
- ----------------------------------
L. Douglas Wilder
Director
* By: /s/ Roy B. Goodman
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Roy B. Goodman
Attorney-in-Fact
EXHIBIT 5.1
August 16, 1999
Heilig-Meyers Company
12560 West Creek Parkway
Richmond, Virginia 23230
Ladies and Gentlemen:
You propose to file as soon as possible with the Securities and
Exchange Commission a registration statement on Form S-8 (the "Registration
Statement") relating to the Heilig-Meyers Company Director Stock Ownership Plan
(the "Plan"). The Registration Statement covers 600,000 shares of Common Stock
of Heilig-Meyers Company, a Virginia Corporation (the "Company") which have been
reserved for issuance under the Plan. The Registration Statement also covers
600,000 Rights to Purchase Preferred Stock, Series A, $10.00 par value, of the
Company (the "Rights"), attached in equal number to the shares of Common Stock
which may be issued under the Plan.
In connection with this opinion, we have relied, among other things,
upon our examination of such records of the Company and certificates of officers
of the Company and of public officials as we have deemed appropriate.
Based on the foregoing, we are of the opinion that the 600,000 shares
of Common Stock which are authorized for issuance under the Plan, when issued in
accordance with the terms and provisions of the Plan, will be duly authorized,
legally issued, fully paid and nonassessable.
We also reaffirm our opinion regarding the Rights given to the
Company's Board of Directors as confirmed in our letter of February 10, 1998, a
copy of which is attached hereto.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
